Trescon Ltd Directors Report

To,

The Members Trescon Limited

Your Directors take pleasure in presenting the 30thAnnual Report of the Company together with Audited Financial Statements for the year ended March 31, 2025. This report states compliance as per the requirements of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other rules and regulations as applicable to the Company.

FINANCIAL REVIEW

The Companys financial performance, for the financial year ended March 31, 2025 as compared to the previous financial year, is summarized below:

(Rs.in Lakhs)

Particulars	CONSOLIDATED		STANDALONE
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue From Operations	934.88	0.00	934.88	0.00
Other Income	343.13	461.94	591.18	461.94
Total Revenue	1278.01	461.94	1526.06	461.94
Total Expenditure	1566.57	209.17	1511.44	209.15
Profit/(Loss) Before Tax	(288.56)	252.77	14.62	252.77
Tax Expenses
i) Current Tax	10.21	109.34	9.46	109.34
ii) Deferred Tax	(33.15)	(28.46)	26.55	(28.46)
iii) Short provision for earlier year tax	7.32	30.08	7.32	30.08
Profit/(Loss) After Tax	(263.54)	141.82	(28.71)	141.82

DIVIDEND

As the Company has not made adequate profits during the year, the Directors of your Company do not recommend any dividend for the financial year ended March 31, 2025.

STATE OF THE COMPANY AFFAIRS

The Company is engaged in the business of real estate. There has been no change in the business of the Company during the financial year ended March 31, 2025. Your directors carry out the operations with active care and precaution thereby enhancing shareholders value.

TRANSFER TO RESERVE

Your Directors does not propose to carry any amount to reserves, during the financial year ended March 31, 2025.

SHARE CAPITAL

During the year under review, the Authorized Share Capital of your Company as on March 31, 2025 stood at Rs. 75,00,00,000 divided into 7,50,00,000 Equity Shares of Rs.10/- each. The Issued, Subscribed Share Capital of your Company is Rs. 72,48,66,000 divided into 7,24,86,600 Equity Shares of Rs.10/- each and the Paid-up Share Capital is Rs. 70,77,16,750 divided into 7,02,00,000 Equity Shares of Rs.10/- each fully paid up, 22,86,500 Equity Shares of Rs.10/- each Partly Paid-up of Rs.2.5/- each and 100 Equity Shares of Rs.10/- each Partly Paid-up of Rs.5/- each.

APPROVAL FOR RECLASSIFICATION

The Company has received approval vide letter number LIST/COMP/ SHB/1726/2024-25 dated March 13, 2025 from BSE Ltd. for reclassification of outgoing promoters i.e. Mr. Vilas Kharche and Mr. Rohit Kharche (holding zero shares) from "Promoter and Promoter Group Category to Public Category" of shareholders of the Company.

ACQUISITION OF LLPS

The Company has acquired interest /ownership / voting rights in following LLPS:

Name of LLP	Effective Date	Nature of consideration
M/s. Triveni Dwellwell Realtors LLP	September 02, 2024	Cash Consideration, Acquisition of 97% interest / ownership / voting rights by way of Capital Contribution
M/s. Triveni Housing Associates LLP	April 11, 2025	Cash Consideration, Acquisition of 60% interest / ownership / voting rights by way of Capital Contribution
M/s. Uprise Homes LLP	April 08, 2025	Cash Consideration, Acquisition of 85% interest / ownership / voting rights by way of Capital Contribution

No such governmental or regulatory approval is required by the Company for the said acquisition of the LLP. The Promoter/ Promoter Group has interested in the said acquisition to the extent of capital contributions /voting rights in the said LLP.

FIRST AND FINAL CALL NOTICE

The Company dispatched the first & final call notice dated October 22,2024 to partly paid-up equity holders for:

I. First and Final Call Money of INR 5 Per Partly Paid-up Equity Share having a Face Value of INR 10 Per Share for 100 partly paid- up equity shares and

II. First and Final Call Money of INR 7.5 Per Partly Paid-up Equity Share having a Face Value of INR 10 Per Share for 22,86,500 partly paid-up equity shares.

NOTICE OF FORFEITURE

The Company dispatched the notice of forfeiture dated July 23,2025 to partly paid-up equity holders for:

I.100 partly paid-up equity shares Face Value INR 10/- per share Unpaid Call Money INR 5/- per share M.13,86,500 partly paid-up equity shares Face Value INR 10/- per share Unpaid Call Money: INR 7.5/- per Share.

CONVERSION OF PARTLY PAID SHARES

The Company has received the first and final call money aggregating to INR 67,50,000 (Rupees Sixty-Seven Lakhs Fifty Thousand) from the total nine shareholders against the allotment of 9,00,000 Equity Shares, which were allotted to shareholders pursuant to Initial Public Offer.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE

The details of financial statements of all Subsidiaries, Associates & Joint Ventures of the Company in the prescribed Form AOC- 1 "Annexure 4" forms part of consolidated financial statements in compliance with Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said format highlights the financial performance of each of the Subsidiaries, Associates & Joint Venture companies included in consolidated financial statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a separate report on Corporate Governance is provided separately along with a certificate from AVS & Associates, (Partner: Mr. Vijay, Yadav Membership No: F11990) the Secretarial Auditor of the Company, on its compliance, which forms part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Board currently comprises of 6 Directors including 3 (three) Non-Executive-Independent Directors, 3 (three) Executive Directors. Independent Directors provide their declarations both at the time of appointment and annually confirming that they meet the criteria of independence as prescribed under the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board of Directors and Key Managerial Personnel remained unchanged during the year under review.

Mr. Sanjay Mehta (DIN: 03591761), Whole-time Director is liable to retire by rotation at the ensuing Annual General Meeting ("the AGM") and, being eligible he has offered himself for re-appointment. Your Board recommends his re-appointment with all his earlier terms and conditions of appointment remaining same. A resolution to the effect is placed in the Notice for the ensuing AGM for consideration / approval of the members for your consideration and approval.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act 2013, read with rules made thereunder, and Regulation 16(1)(b) and 25(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 and Part D of Schedule II to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, board committees and the Directors individually. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specified duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc.

The Independent Directors of the Company met on February 12, 2025, without the presence of Non- Independent Directors and members of the management to review the performance of Non- Independent Directors and the Board of Directors as a whole, to review the performance of the Chairman and Wholetime Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the board of directors. The performance evaluation of the Independent Directors was carried out by the entire Board.

The Directors expressed their satisfaction with the evaluation process.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act 2013:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025, and of the profit of the Company for the year ended on that date;

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD AND COMMITTEE MEETINGS

(a) Board Meetings

The Board of Directors of the Company met 4(Four) times during the financial year, i.e. May 23, 2024, August 12, 2024, November 12, 2024 and February 12, 2025. Details of the Board Meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

(b) Committees of the Board

With a view to having a more focused attention on the business and for better governance and accountability, the Board has constituted the Committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and Management Committee. The details with respect to the compositions, roles, terms of reference, etc. of relevant committees are provided in the Corporate Governance Report of the Company, which forms part of this Annual Report.

AUDITORS

(a) Statutory Auditors

The Shareholders of the Company, at the 28^th AGM held on September 28, 2024 approved the appointment of M/s. Namita & Co., Chartered Accountants (FRN: 151040W) for a term of 5 (five) consecutive years from the conclusion of 28^th AGM till the conclusion of the 33^rd AGM.

The Notes to the Financial Statements are self-explanatory and do not call for any further comments.

The Reports given by the Statutory Auditors on the Consolidated Financial Statements of the Company for financial year 2024-25 contains the following observation:

Observation	Management Reply to Observation
Goodwill calculation is subject to Registered valuers valuation on date of control:	Company has not received the valuation report as on date of signing audit report , hence management is unable to estimate the impact of audit qualification.
Trescon Limited had acquired control of M/s Golden Arc Ventures LLP on 01.05.2024 and M/s Triveni Associates on 15.03.2025. In absence of valuation report of land under development held as inventory by these entities from the registered valuer on the respective date of control , the final net assets and goodwill will be subject to change as per IND AS principle.

(b) Secretarial Auditor

In accordance with the provisions of Section 204 of Act read with rules made thereunder and Regulation 24A of the SEBI Listing Regulations, the Board has approved the appointment of M/s. AVS & Associates, Practicing Company Secretaries, (Peer Review No: 1451 / 2021) as Secretarial Auditor of the Company, commencing from April 1, 2025, for a period of 5 consecutive financial years and fix their remuneration, subject to approval of the Shareholders of the Company in the ensuing 30^th Annual General Meeting of the Company. Accordingly matter with respect to appointment is proposed in the Notice of 30^th Annual General Meeting.

In terms of Section 204 of the Act, a Secretarial Audit Report is provided by the Secretarial Auditor, in Form MR -3, as Annexure to this Report as Annexure 2.

In accordance with Regulation 24A of the of the SEBI Listing Regulations, a Secretarial Compliance Report for the financial year ended 2024-25 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s. AVS & Associates, Practicing Company Secretaries.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their Report.

(c) Cost Auditor

The maintenance of cost records pursuant to Section 148 of the Companies Act, 2013 is not required by the Company and accordingly such accounts and report are not made and maintained by the Company.

(d) Internal Auditor

Pursuant to provisions of Section 138 read with rules made thereunder, the Board has re-appointed M/s Bhagat Ajay & Co, Chartered Accountants (FRN: 149335W) as Internal Auditors of the Company to check the internal controls and functioning of the activities and recommend ways of improvement. Internal Audit is carried out on a quarterly basis, and the report is placed in the Meetings of the Audit Committee and the Board for their consideration and direction. Their scope of work is as decided by the Audit Committee and the Board of Directors.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The said Policy of the Company, alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or re-enactment (s) thereof for time being in force). The Policy is also available on the website of the Company (http://www.trescon.com/investors-section/company-policies.html )

ACQUISITION OF SHARES BY PROMOTERS GROUP

Dinesh Ravilal Patel HUF, Mitul Ravilal Patel HUF and Ravilal Shivgan Patel HUF, being part of the Promoters Group of the Company has acquired 5,56,216 (Five Lakh Fifty Thousand Two Hundred and Sixteen) (0.76%) equity shares of the Company from open market as per following:

Sr. Date of No. Transactions	Name of the person belonging to the Promoter (Transferee/Acquirer)	No. of Shares acquired by way of purchase	% of holding
1 March 17, 2025	Dinesh Ravilal Patel HUF	1,00,000	0.14
2 March 17, 2025	Mitul Ravilal Patel HUF	1,00,000	0.14
3 March 17, 2025	Ravilal Shivgan Patel HUF	1,00,000	0.14
4 March 19, 2025	Dinesh Ravilal Patel HUF	47,500	0.06
5 March 19, 2025	Mitul Ravilal Patel HUF	7,716	0.01
6 March 19, 2025	Ravilal Shivgan Patel HUF	52,000	0.07
7 March 20, 2025	Mitul Ravilal Patel HUF	1,49,000	0.20
	Total	5,56,216	0.76

The said acquisition shall result in an increase in the aggregate shareholding of the Promoters and Promoters Group.

INTERNAL CONTROL AND FINANCIAL REPORTING SYSTEMS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. It has documented the procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring the reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations.

Adequate internal control systems commensurate with the nature of the Companys business and size and complexity of its operations have been recognized. Internal control systems ensure the reliability of financial reporting, timely feedback on the achievement of operational and strategic goals, compliance with applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

During the year under review, no material or serious observations have been received from the Internal Auditors of the Company with respect to inefficiency or inadequacy of the controls.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure 3 to this Report.

The information required pursuant to Section 197 of the Companies Act read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is not applicable to the Company as none of the employees of the Company fall within the purview of the information required under the said rules.

WHISTLE-BLOWER POLICY / VIGIL MECHANISM POLICY

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy, as approved by the Board, is uploaded on the Companys website: www.trescon.com

RELATED PARTY TRANSACTIONS

All related party transactions as referred in Section 188(1) of the Companies Act, 2013 read with the rules made there under that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee.

The Company has formulated a Policy on related party transactions. This policy approved by the Board is uploaded on the Companys website on the below link: https://www.trescon.com/investors-section/company-policies.html

The Company has entered material transaction with related parties during the year under review which were reporting in Form AOC 2 in terms of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014. The requisite disclosures in this regard is given in this report as Annexure 1.

RISK MANAGEMENT POLICY

Presently, the provisions of Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to the Risk Management Committee are not applicable to the Company. Accordingly, no policy has been framed by the Company on Risk Management and there is no reporting requirement pursuant to provisions of Section 134 (3) (n) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 of the Companies Act, 2013 in respect of Corporate Social Responsibility is not applicable to the Company as the net worth, turnover and profit during the financial year is less than the stipulated amount. Accordingly, no policy has been framed by the Company on Corporate Social Responsibility and there is no reporting requirement pursuant to provisions of Section 134 (3) (o) of the Companies Act, 2013.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS

During the year, your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights.

DEPOSITS

During the year under review, the Company neither accepted any deposits nor there were any amounts outstanding at the beginning of the year which were classified as Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Companies Act, 2013 is not applicable.

LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act 2013, are given in the notes to the Financial Statements.

ANNUAL RETURN

Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including amendments thereof) notified by MCA, the Annual Return of the Company for the financial year ended March 31, 2025, is hosted on the website of the Company at https: http://www.trescon.com/investors- section/financial-results.html .

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, giving detailed analysis of Companys operations as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, is provided separately which forms part of this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report for the financial year ended March 31, 2025 as stipulated under Regulation 34(2) (f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI").

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

Further, the Foreign Exchange Earnings and outgo during the year under review is NIL (0).

REPORTING OF FRAUDS BY AUDITORS

During the year under review, there have been no instances of fraud reported by the Auditors to the Audit Committee of the Board, pursuant to Section 143(12) of the Act and the Rules made thereunder.

CHANGE IN THE NATURE OF BUSINESS

During the year, there has been no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

There have been no material changes and commitments, affecting the financial position of your Company, which have occurred between the end of the financial year to which the Balance Sheet relates and the date of this report.

LEGAL UPDATE

There are no significant and material orders passed by the regulators, courts or tribunals that impacted the going concern status of the Company, or which can potentially impact the Companys future operations.

DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has arranged an interactive awareness workshop in this regard for employees during the year under review.

During the financial year ended March 31, 2025, Details required as per Rule 8 of Companies (Accounts) Rules, 2014 are mentioned below: -

Sr. No Particulars	No. of Complaints
1. Number of complaints of sexual harassment received during the year	0
2. Number of complaints disposed off during the year	N.A
3. Number of cases pending for more than ninety days	N.A

COMPLIANCE ON MATERNITY BENEFIT ACT ,1961:

The company has complied with the applicable provisions of Maternity Benefit Act, 1961 for female employees of the company with respect to leaves and maternity benefits there under.

CAUTIONARY STATEMENT

Statements in this Boards Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking within the meaning of applicable securities, laws, and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include a change in government regulations, tax laws, economic and political developments within and outside the country and such other factors.

ACKNOWLEDGMENTS AND APPRECIATION

The Directors wish to acknowledge and place on record their sincere appreciation for the assistance and co-operation received from all the members, regulatory authorities, customers, financial institutions, bankers, lenders, vendors and other business associates. The Directors also recognize and appreciate all the employees for their commitment, commendable efforts, teamwork, professionalism and continued contribution to the growth of the Company.

For and on behalf of the Board of Directors of Trescon Limited

Place: Mumbai	Sd/-
Date: August 07, 2025	Dinesh Patel
	Chairman and Managing Director
	(DIN:00462565)
	Registered office: 301, Third Floor, Skyline Wealth Space, Nathani
	Road,Vidyavihar (West), Mumbai - 400 086, E-mail: cs@trescon.
	com Website: www.trescon.com